John Mellencamp's comments, track by track, about his new disc, Mr.Happy Go Lucky:

Overture: I noticed when we were making this record . . . that these melodies were real easy to recall. When we were looking at a way to start the record, I called up Miriam (Sturm, his new violinist) and said, "I'm going to send you the entire album. See if you can't take the main melody of each song and put it together for us." And that's what she did.

Jerry: Songwriting, to me, has turned out to be an assortment of noodlings. When you write a good song - and I've written a lot of bad ones, so I know the difference - you kind of become elevated for a moment. I don't mean that in any grandiose way. But it's like, "I'd better get this down now."

When that starts happening, like it did with "Jerry" and a lot of the songs on this record, I have to say that I really had no intention of writing anything in particular. I didn't go in and think, "Today I'll write a song about a guy who won't grow up." I just picked up a guitar, started playing some chords (and sang) "Jerry's yelling at the man in the moon."

It was just noodling. And I did it religiously on this record, until I was satisfied that I had written enough songs. I would get up every morning and instead of going into the art studio and painting, I went out and wrote songs. Then I'd work until I had something or until I was convinced that I wasn't going to get anything. Then I'd come back in, eat lunch, go back out and start the process again.

Sometimes there'd be days - three, four, five days - where I had nothing. I'd tell (his wife) Elaine, "Everything I write is terrible." But then there were days - I think I wrote "The Full Catastrophe" and "Jerry" in the same day. It was a good day. I remember telling Elaine, "These songs can't be any good. I've never been able to write two or three good songs in a day."

Key West Intermezzo (I Saw You First): It was written by George (Green, his longtime friend) and I. Like all the songs that George and I have written that were any good, it basically was written out of table talk. When George and I wrote "Scarecrow," it was out of a big, long conversation about the plight of the farmers. (For Key West) George called me the next morning and said, "I've got about half a set of lyrics written. I think it's really great."

When I come to play these songs for the guys in the band, it's like bringing a little baby in. I was singing, "I saw you first," and barely even strumming. All it takes for a song to die is somebody to go, "I don't know." If you've got to talk yourself into it, then let's go to the next song. I'll have lots of songs, and I don't want to waste time. Everybody sits here, reads the lyrics as I sing. I'll play it two times, nobody says a word. Then all of a sudden people start beating on their legs, or they'll get a guitar and start playing along. It just grows.

Just Another Day (which is the closest thing to a typical John Mellencamp rocker on the record): That was what the record company wanted to put out as the first single. (They said,) "It sounds familiar."

This May Not Be the End of the World: My favorite song on the record. That was the last song we recorded. We were using a kid, Moe Z. M.D., to come in and do the programming and help with the (drum) loops. He's in the band now, he liked it so much. . . .I'm playing the song on acoustic guitar: "This may not be the end of the world/but you can see it from here." It was like a folk song. He must have been like, "What is going on?" Don't forget: All these young kids start their songs with a loop. Everything starts with the rhythm. That's just about the last thing we always put on. He hears the song, goes back there (in the studio) and starts programming. Within an hour, he had what I think is the coolest groove on the record. I knew we needed an organ part - all these grooves are programmed on keyboards. So I said, "Moe, can you play the organ?" . . . The guy goes out there and it was like Billy Preston with the Beatles, a big, religious, gospel sound. He played it through one time, and it was like magic.

Emotional Love (written by Toby Myers, the first time Mellencamp has recorded one of his band member's songs): I've always encouraged everyone in the band, for years, to go out and do their own thing. Toby's been with the band for a long time. Like Toby says, "I was in the band five years before I passed the audition." It's true.

When Toby first got in the band, I didn't speak to him for about two years. This is how f- - -ed up I am. I'd say, "Mike, tell the bass player to quit playing that." Mike would look over at Toby and go, "Toby, don't play that." I don't know why I was like that.

Toby has written songs forever. . . . One day he asked me, "Is it all right if I go out to Belmont and record?" I said yeah. I knew he was out here messing around, and one night I get a phone call. He says, "Hey, come out here, I want you to listen to something I wrote." My reaction was, "I'm having dinner. I had planned to play with the boys." He said, "It would really mean a lot to me."

So I come out here. He's out here by himself and he's got all the machines going. I came out here and he said, "Help me write this song." So we wrote a song and it wasn't very good. I said, "Is this all you've got done?" And he said, "No, I've got something I want to play you." He played me Emotional Love, and I (couldn't believe it). . . . We took his track, took his voice off and put mine on, added some guitars and some background vocal parts. Then Junior (Vasquez, who co-produced the disc) added a loop and some percussion. The song is so different for me. I would never write a song so non-linear as that.

Mr. Bellows: I remember the day I wrote it, I said, "Where is this song coming from?" I was noodling and all of a sudden it was, "Her majesty the queen's a pretty nice babe/I'd like to take her down to St. Petersburg some day." It came in minutes. I played it for Elaine and I said, "Can I write this? Do you think this is too weird?"

I was sitting at a picnic table when I wrote it, maybe around this time last year. I have to give the nod to Sympathy for the Devil, because I came to the conclusion that probably Mr. Bellows was the devil. (The song ends with elderly people talking about their lives when a bittersweet violin plays underneath.) I told Rick, a guy who works here, "Take a tape recorder and go to some old-folks homes and ask these folks if they're happy. We'll see what they say."

I was curious to see what someone in their 80s, living in an old-folk's home, might think of life. Then Miriam wrote the violin part. She had never heard the people talking. I said, "Play me what old people talking would sound like."

The Full Catastrophe: That's my second-favorite song on the record. For a while, after I had my heart attack, I was going to see a psychiatrist, (wondering) 'How am I going to deal with this?' That came out of a conversation I had with him. He was saying, "You've got to be able to suffer through, and enjoy, the full catastrophe of life." I thought, "Yeah, he's right. You can try to make the bad stuff good, you can really live that, really say, "This is (screwed) up, so what? I can make something good out of it."

Consequently, seeing this guy a couple, three-dozen times, was about the best thing I could have done. He helped me come to that realization. I finally asked him, "Where'd you get that line?" He said it was in Zorba the Greek. So I watched Zorba the Greek and there it is. He's asked, "Are you married?" He says, "Oh, yeah. Houses, kids, wives. The full catastrophe." I thought, "OK, yeah. I'll use that. Thanks."

When I first wrote it, it was much sadder than it is now. I put too much of myself into it. So I went back the next day, took myself out of it and rewrote it. It became a much better, broader song.

Circling Around the Moon: That's another song George and I wrote.

Large World Turning: That's one of those songs that took three minutes to write. Now that I listen to it, it's probably not one of the best songs on the record. But it's funny - each song in sequence has a job to do. It does its job.

Jackamo Road: That song had an entire arrangement with the band, but it just wasn't any good. The only time the song sounded remotely good at all was when I played it on acoustic guitar - the way it ended up on the record. We spent six days in here, 12-13 hours a day, sequencing this record. That was something I'd never done before. We'd always sequenced the other records in an afternoon - Scarecrow, The Lonesome Jubilee and all those other records. There was about that much thought that went into it.

When we got to the end of the record, I thought, 'We need something to happen here that hasn't happened.' So I just ran out and recorded "Jackamo Road" in two minutes. I tried to sing it as country as I could, just to make it the opposite of the song I knew was going to come after it, "Life Is Hard," which is as urban-sounding a song as we've got. I'm still agonizing over "Jackamo Road" because I wish I'd said another word. I think it says, "I'd like to buy you a cabin cruiser/we could sail around." You don't sail a cabin cruiser. When I sang it, it never dawned on me. But when I got it home, I thought, I'm going to have to record it again. But then I thought, 'Nobody's going to know.'

Life Is Hard: "Life Is Hard" was referred to as the worst song on the record by everybody. That song could have been replaced by any of four songs. I was doing an interview with Musician magazine; the guy was in the studio with us. I was in New York, doing mixing. I said, "What do you think is the worst song on the record?" I've known this guy a long time. He wouldn't make a commitment. So I said, "I think 'Life Is Hard' is the worst song, so let's work on that." I have to tip my hat to Junior. Junior saved that song. In a matter of two hours, it went from not going to make the record to one of my favorite songs on the record. He put a couple of loops on there and then we all sat there - me and Mike and Junior and Andy - and started cutting up these weird holes in the song. It was all Junior's inspiration.